1. The International Astronomical Union (hereinafter referred to as the Union) is an international nongovernmental organization. Its objective is to promote the science of astronomy in all its aspects.

II. DOMICILE AND INTERNATIONAL RELATIONS

2. The legal domicile of the International Astronomical Union is Paris, France.

3. The Union adheres to, and co-operates with the body of international scientific organizations through the International Council for Science (ISC). It supports and applies the policies on the Freedom, Responsibility, and Ethics in the Conduct of Science defined by ISC.

III. COMPOSITION OF THE UNION

4. The Union is composed of:

4.a. National Members (adhering organizations)

4.b. Individual Members (adhering persons)

4.c Junior Members (temporary adhering persons)

4.d Honorary Members

IV. NATIONAL MEMBERS

5. An organization representing a national professional astronomical community, desiring to promote its participation in international astronomy and supporting the objective of the Union, may adhere to the Union as a National Member.

6. An organization desiring to join the Union as a National Member while developing professional astronomy in the community it represents may do so:

6a. on an interim basis;

6b. on an observer bais;

7. A National Member is admitted to the Union on a permanent, interim, or observer basis by the General Assembly. It may resign from the Union by so informing the General Secretary in writing.

8. A National Member may be either:

8.a. the organization by which scientists of the corresponding nation or territory adhere to ISC or:

8.b. an appropriate National Society or Committee for Astronomy, or:

8.c. an appropriate institution of higher learning.

9. The adherence of a National Member is automatically suspended if its annual contributions, as defined in Articles 23c and 23e below have not been paid for five years; it resumes, upon the approval of the Executive Committee, when the arrears in contributions have been paid in full. After five years of suspension of a National Member, the Executive Committee may recommend to the General Assembly to terminate the Membership. In justified, exceptional cases, the Executive Committee may recommend to the General Assembly to cancel the arrears of a suspended or terminated National Member and resume it.

10. A National Member is admitted to the Union in one of the categories specified in the Bye-Laws.

V. INDIVIDUAL MEMBERS AND JUNIOR MEMBERS

11.a Individual Member:

A professional scientist who is active in some branch of astronomy may be admitted to the Union by the Executive Committee as an Individual Member. An Individual Member may resign from the Union by so informing the General Secretary in writing.

11.b Junior Member:

A junior scientist who completed the PhD studies and who is in the initial phase of the professional researcher career in some branch of astronomy may be admitted to the Union by the Executive Committee as a Junior Member for a period not exceeding 6 years.

VI. GOVERNANCE

12. The governing bodies of the Union are:

12.a. The General Assembly;

12.b. The Executive Committee; and

12.c. The Officers.

VII. GENERAL ASSEMBLY

13. The General Assembly consists of the National Members and of Individual Members. The General Assembly determines the overall policy of the Union.

13.a. The General Assembly approves the Statutes of the Union, including any changes therein.

13.b.The General Assembly approves Bye-Laws specifying the Rules of Procedure to be used in applying the Statutes.

13.c. The General Assembly elects an Executive Committee to implement its decisions and to direct the affairs of the Union between successive ordinary meetings of the General Assembly. The Executive Committee reports to the General Assembly.

13.d. The General Assembly appoints a standing Finance Committee to advise the Executive Committee on its behalf on budgetary matters between General Assemblies, and to advise the General Assembly on the approval of the budget and accounts of the Union. The Finance Committee consists of not more than 8 members of different national affiliations, including a Chairperson, proposed by the National Members, and remains in office until the end of the next General Assembly.

13.e. The General Assembly appoints a Special Nominating Committee to prepare a suitable slate of candidates for election to the incoming Executive Committee.

13.f. The General Assembly appoints a standing Membership Committee to advise the Executive Committee on its behalf on matters related to the admission of Individual Members. The Membership Committee consists of not more than 8 members of different national affiliations, including a Chairperson, proposed by the National Members, and remains in office until the end of the next General Assembly.

14. Voting at the General Assembly on issues of a primarily scientific nature, as determined by the Executive Committee, is by Individual Members and Junior Members. Voting on all other matters is by National Member. Each National Member authorises a representative to vote on its behalf.

14.a. On questions involving the budget of the Union, the number of votes for each National Member is one greater than the number of its category, referred to in article 10. National Members with Interim status, Observer status or those who have not paid their dues for years preceding that of the General Assembly, may not participate in the voting.

14.b. On questions concerning the administration of the Union, but not involving its budget, each National Member has one vote, under the same condition of payment of dues as in §14.a.

14.c.National Members may vote by correspondence on questions concerning the agenda for the General Assembly.

14.d. A vote is valid only if at least two thirds of the National Members having the right to vote by virtue of article §14.a. participate in it by either casting a vote or signalling an abstention. An abstention is not considered a vote cast.

15. The decisions of the General Assembly are taken by an absolute majority of the votes cast. However, a decision to change the Statutes requires the approval of at least two thirds of all National Members having the right to vote by virtue of article §14.a. Where there is an equal division of votes, the President determines the issue.

15.a. To enable the widest possible participation of Individual Members the Executive Committee may decide that voting on certain issues of a primarily scientific nature, as determined by the Executive Committee, shall be open for electronic voting for not more than 31 days counting from the close of the General Assembly at which the issue was raised.

15.b. The Executive Committee shall give Members not less than 3 months notice before the opening of the General Assembly of the intention to open certain issues to electronic voting after the General Assembly.

16. Changes in the Statutes or Bye-Laws can only be considered by the General Assembly if a specific proposal has been duly submitted to the National Members and placed on the Agenda of the General Assembly by the procedure and deadlines specified in the Bye-Laws.

VIII. EXECUTIVE COMMITTEE

17. The Executive Committee consists of the President of the Union, the President-Elect, six Vice-Presidents, the General Secretary, and the Assistant General Secretary, elected by the General Assembly on the proposal of the Special Nominating Committee.

IX. OFFICERS

18. The Officers of the Union are the President, the General Secretary, the President-Elect, and the Assistant General Secretary. The Officers decide short-term policy issues within the general policies of the Union as decided by the General Assembly and interpreted by the Executive Committee.

X. SCIENTIFIC DIVISIONS

19. As an effective means to promote progress in the main areas of astronomy, the scientific work of the Union is structured through its Scientific Divisions. Each Division covers a broad, well-defined area of astronomical science, or deals with international matters of an interdisciplinary nature. As far as practicable, Divisions should include comparable fractions of the Individual Members of the Union.

20. Divisions are created or terminated by the General Assembly upon the recommendation of the Executive Committee. The activities of a Division are organized by a Steering Committee chaired by a Division President. The Division President and a Vice-President are elected by the General Assembly on the proposal of the Executive Committee, and are ex officio members of the Steering Committee.

XI. SCIENTIFIC COMMISSIONS

21. Within Divisions, the scientific activities in well-defined disciplines within the subject matter of the Division may be organized through scientific Commissions. In special cases, a Commission may cover a subject common to two or more Divisions and then becomes a Commission of all these Divisions.

22. Commissions are created or terminated by the Executive Committee upon the recommendation of the Steering Committee(s) of the Division(s) desiring to create or terminate them. The activities of a Commission are organized by an Organizing Committee chaired by a Commission President. The Commission President and a Vice-President are appointed by the Steering Committee(s) of the corresponding Division(s) upon the proposal of the Organizing Committee of the Commission.

XII. BUDGET AND DUES

23. For each ordinary General Assembly the Executive Committee prepares a budget proposal covering the period to the next ordinary General Assembly, together with the accounts of the Union for the preceding period. It submits these to the Finance Committee for advice before presenting them to the vote of the General Assembly.

23.a.The Finance Committee examines the accounts of the Union from the point of view of responsible expenditure within the intent of the previous General Assembly, as interpreted by the Executive Committee. It also considers whether the proposed budget is adequate to implement the policy of the General Assembly. It submits reports on these matters to the General Assembly before its decisions concerning the approval of the accounts and of the budget.

23.b. The amount of the unit of contribution is decided by the General Assembly as part of the budget approval process.

23.c. Each National Member pays annually a number of units of contribution corresponding to its category. The number of units of contribution for each category shall be specified in the Bye-Laws.

23.d. A vote on matters under article 23 is valid only if at least two thirds of the National Members having the right to vote by virtue of article §14.a. cast a vote. In all cases an abstention is not a vote, but a declaration that the Member declines to vote.

23.e. National Members having interim status pay annually one half unit of contribution.

23.f. National Members having observer status pay no contribution.

23.g. The payment of contributions is the responsibility of the National Members. The liability of each National Members in respect of the Union is limited to the amount of contributions due through the current year.

XIII. EMERGENCY POWERS

24. If, through events outside the control of the Union, circumstances arise in which it is impracticable to comply fully with the provisions of the Statutes and Bye-Laws of the Union, the Executive Committee and Officers, in the order specified below, shall take such actions as they deem necessary for the continued operation of the Union. Such action shall be reported to all National Members as soon as this becomes practicable, until an ordinary or extraordinary General Assembly can be convened. The following is the order of authority: The Executive Committee in meeting or by correspondence; the President of the Union; the General Secretary; or failing the practicability or availability of any of the above, one of the Vice-Presidents.

XIV. DISSOLUTION OF THE UNION

25. A decision to dissolve the Union is only valid if taken by the General Assembly with the approval of three quarters of the National Members having the right to vote by virtue of article §14.a. Such a decision shall specify a procedure for settling any debts and disposing of any assets of the Union. Upon dissolution, all assets will be used exclusively for charitable purposes, including but not limited to support to colleagues from economically less privileged countries, providing education and outreach activities to young scientists and for education and outreach activities at large.

XV. FINAL CLAUSES

26. These Statutes enter into force on 21 August 2012.

27. The present Statutes are published in French and English versions. For legal purposes, the French version is authoritative.